Ad-hoc report – RESOLUTIONS of the Ordinary and Extraordinary General Meetings of Shareholders dated April 29, 2010
In compliance with Law no. 297/2004 and Regulation no. 1/2006 of CNVM
Date of report: April 30, 2010
Name of issuer: S.C. OMV Petrom S.A.
Headquarters: Bucharest, Calea Dorobantilor, nr. 239 sector 1
Telephone/fax number: +40 372 868930/ +40 372 868544
Sole registration number at the Trade Register Office: 1590082
Fiscal attribute: R
Trade Register Number: J 40/8302/1997
Share capital: 5,664,410,833.5 RON
Regulated market on which the issued shares are traded: Bucharest Stock Exchange
Significant event to be reported:
RESOLUTIONS of the Ordinary General Meeting of Shareholders dated April 29, 2010, (0.92 MB, PDF)
RESOLUTIONS of the Extraordinary General Meeting of Shareholders dated April 29, 2010, (1.83 MB, PDF)
- Investment budget for the current year, around RON 6.9 bn
- Capital increase
- A new member in Petrom Supervisory Board
- No dividends will be distributed
- The spin-off of business units from the Marketing division – all marketing activities will be consolidated in one entity
Petrom, the largest oil and gas producer in Southeastern Europe, announces a series of decisions taken in the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders on April 29, 2010.
OGMS approved the Revenues & Expenditures Budget for the financial year 2010. Therefore, the investments estimated by the company amount to around RON 6.9 bn, increasing by 67% compared to investments realized in 2009. The largest part of the investments, 51%, is destined for Exploration and Production activities, 25% of the budget will support Gas and Power activities, 15% represent investments in Refining while the rest is destined for investments in Marketing and general Corporate.
Capital increase of the company
EGMS approved the delegation, for one year, to the Executive Board, of the competences relating to the increase of the share capital of OMV Petrom SA. The Executive Board is authorized to carry out a share capital increase by up to a maximum 50% of the existing subscribed capital as of the date of the EGMS resolution on April 29, 2010, respectively with maximum RON 2,832,205,416.75. The authorization for the Executive Board to increase the share capital expires when the total issue proceeds for the newly issued shares reach EUR 600,000,000 (calculated at the exchange rate of the National Bank of Romania, applicable on the date of the relevant decision of the Executive Board).
The capital increase aims to ensure funds for the investments program. In order to maintain business sustainability and to achieve growth potential, the annualized investments level will amount to around EUR 1.2-1.5 bn in Romania over the next few years.
Mark Mobius in Petrom Supervisory Board
At the proposal of SC Fondul Proprietatea SA, OGMS approved the appointment of Mr. Joseph Bernhard Mark Mobius as member in OMV Petrom SA Supervisory Board, for the period of the current mandate of the Supervisory Board. Mr. Mark Mobius succeeds Mr. Daniel Costea, who was a member of the Supervisory Board, appointed following the proposal of Fondul Proprietatea SA, during April 28 2009 – April 29 2010.
Petrom OGMS approved the Executive Board proposal not to distribute dividends for the financial year 2009. The Executive Board proposal was formulated taking into consideration the higher liquidity level required to sustain the investment needs of the company.
The spin-off of three business units of the Marketing Division in view of consolidating all marketing activities into one legal entity
EGMS approved in principle the spin-off of assets and liabilities related to three business units of the Marketing Division of the company. The final approval of the spin-off will be subject to another Extraordinary General Meeting of Shareholders to be convened at a later stage, in observance of applicable legal requirements.
The spin-off of these business units is part of the consolidation process of the Marketing activities of Petrom Group in Romania. OMV Petrom SA intends to transfer the marketing activities in Romania, currently performed by three legal entities – OMV Petrom SA, OMV Petrom Marketing SRL and M.P. Petroleum Distribuţie SRL – into one single entity.
The consolidation of marketing activities into one entity will bring a series of benefits:
- Better coordination of the Companies’ activities and enhanced value creation, by taking advantage of the synergies at group level;
- Optimisation of the organisational structures and implementation of common standard business processes will bring increased cost efficiency;
- Faster decision making and flexible business management.
Taking into account that one entity, OMV Petrom Marketing SRL, will administrate two premium brands on the same market – OMV and PETROMV, an optimization of brand portfolio is also necessary. Therefore, in Romania, the company will continue to focus on Petrom and OMV brands, with the PETROMV filling stations to be re-branded, part of them under OMV brand, part of them under Petrom brand.
Chief Executive Officer